UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16
or 15d-16 of the Securities Exchange Act of 1934
| For
the month of |
July
2023 |
| |
|
| Commission
File Number |
001-41460 |
Bruush
Oral Care Inc.
(Translation
of registrant’s name into English)
128
West Hastings Street, Unit 210
Vancouver,
British Columbia V6B 1G8
Canada
(844)
427-8774
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
July 31, 2023, Bruush Oral Care Inc. (the “Company”) announced that it will effect a one-for-twenty five (1-for-25)
reverse split of its common shares (the “Consolidation”).
Upon
the opening of the market on August 1, 2023, the Company’s common shares and warrants will trade on the Nasdaq
Capital Market (“Nasdaq”) on a post-Consolidation basis under the current symbols “BRSH” and “BRSHW”,
respectively.
The
Consolidation is primarily intended for the Company to regain compliance with a minimum bid price of $1.00 per share for continued
listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). Nasdaq previously
provided the Company until July 19, 2023 to regain compliance. On July 20, 2023, Nasdaq notified the Company that Nasdaq has
determined that the Company’s securities will be delisted from Nasdaq in accordance with Listing Rules Listing Rule
5450(a)(1), 5810(c)(3)(A) and 5550(b)(1) unless the Company appeals the delisting determination. On July 27, 2023, the Company
appealed such determination and requested a hearing. The hearing has been scheduled for September 21, 2023. To regain
compliance, the closing bid price of the Company’s common shares must meet or exceed $1.00 per share for a minimum of ten
consecutive trading days during this period. There can be no assurance that the Company will be able to regain compliance
with the Minimum Bid Requirement.
The
Consolidation will reduce the number of issued and outstanding common shares of the Company from 12,784,209 to 511,368 and will
affect all outstanding common shares. Every twenty five (25) outstanding common shares will be combined into and automatically
become one post-Consolidation common share. If any fractional common shares are created as a result of the Consolidation,
any fractional common share less than 0.50 will be cancelled and any fractional common share greater than 0.50 will be rounded up
to the nearest whole common share.
Additionally, the exercise price per common
share attributable to the warrants will be proportionately increased, such that the exercise price immediately following the Consolidation
will equal the product of twenty five (25) multiplied by the exercise price per share immediately prior to the Consolidation. The number
of shares immediately subject to the warrants, will equal after the Consolidation, 1/25th (0.04 or 4%) of the number of shares
immediately prior to the Consolidation.
Attached
to this Report as Exhibit 99.1 is a copy of the press release (furnished and not filed) dated July 31, 2023 titled “Brüush
Oral Care Inc. Announces 1-for-25 Reverse Stock Split Effective Pre-Market Opening on August 1, 2023”.
Exhibit
Index
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
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|
Bruush
Oral Care Inc. |
| |
|
|
|
(Registrant) |
| |
|
|
|
|
| Date: |
July
31, 2023 |
|
By: |
/s/
Aneil Singh Manhas |
| |
|
|
Name: |
Aneil
Singh Manhas |
| |
|
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Brüush
Oral Care Inc. Announces 1-for-25 Reverse Stock Split Effective Pre-Market Opening on August 1, 2023
VANCOUVER,
BC / ACCESSWIRE / July 31, 2023 / Bruush Oral Care Inc. (NASDAQ: BRSH) (the “Company”), a direct-to-consumer leader
in the oral care category, announced today that its Board of Directors has approved a 1-for-25 reverse split of its common shares
(“Consolidation”) primarily to comply with the Nasdaq’s minimum bid price requirement. The Consolidation is effective
as of the close of business on July 31, 2023 and the Company’s common shares and warrants will trade on a post-split
basis under the same symbols, BRSH and BRSHW, respectively, commencing with the opening of trading on the Nasdaq on August
1, 2023.
Following
the effectiveness of the Consolidation, the CUSIP number for the Company’s common shares will be 11750K401. As a result of the
Consolidation, every 25 common shares issued and outstanding will be exchanged for one common share. If any fractional common
shares are created as a result of the Consolidation, any fractional common share less than 0.50 will be cancelled and any fractional
common share greater than 0.50 will be rounded up to the nearest whole common share. Immediately after the Consolidation becomes
effective, the Company will have approximately 511,368 common shares issued and outstanding. Additionally, the exercise price
per common share attributable to the warrants will be proportionately increased, such that the exercise price immediately following the
Consolidation will equal the product of twenty five (25) multiplied by the exercise price per share immediately prior to the Consolidation.
The number of shares immediately subject to the warrants , will equal after the Consolidation, 1/25th (0.04 or 4%) of the
number of shares immediately prior to the Consolidation.
About
Bruush Oral Care Inc.
Bruush
Oral Care Inc. is on a mission to inspire confidence through brighter smiles and better oral health. Founded in 2018, we are an oral
care company that is disrupting the space by reducing the barriers between consumers and access to premium oral care products. We are
an e-commerce business with a product portfolio that currently consists of a sonic-powered electric toothbrush kit and brush head refills.
We developed the product to make upgrading to an electric brush appealing with three core priorities in mind: (i) a high-quality electric
toothbrush at a more affordable price than a comparable electric toothbrush from the competition; (ii) a sleek, countertop-friendly design;
and (iii) a convenient brush head refill subscription program that eliminates the frustrating experience of purchasing replacement brush
heads at the grocery/drug store. Later this year, we plan to expand our portfolio with the launch of several new subscription-based
consumable oral care products, including toothpaste, mouthwash, dental floss, a whitening pen, as well as an electric toothbrush designed
for kids. We are rooted in building a brand that creates relevant experiences and content, with the goal of becoming the go-to oral care
brand for millennials and Generation Z.
For
more information on Brüush visit: https://bruush.com
Follow
Brüush on LinkedIn: Bruush
Follow
Brüush on Instagram: @bruush
Safe
Harbor Forward-Looking Statements
This
press release of Bruush Oral Care Inc. contains “forward-looking statements”. Words such as “may”, “will”,
“could”, “should”, “expects”, “anticipates”, “intends”, “plans”,
“believes”, “seeks”, “estimates” and other comparable terminology are intended to identify forward-looking
statements. For example, the Company is using forward-looking statements when it discusses its vision, its strategy, and its products.
Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections,
many of which, by their nature are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However,
there could be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ
materially from what is expressed or indicated by the forward-looking statements. Forward-looking statements are subject to risks and
uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements.
Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking
statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting
forward-looking statements except to the extent required by applicable securities laws. If the Company does update one or more forward-looking
statement, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking
statements.
Investor
Relations Contact:
Colette
Eymontt
colette@tradigitalir.com
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